This Near Conferences Services Description describes the Services that may be ordered on an Order Form, or through a Reseller Customer Agreement, or provided by Near Conferences, and sets forth further Service-specific terms and conditions that may apply to Near Conferences’s provision and Customer’s use of the Services. Capitalized terms not defined herein shall have the meanings assigned to them in the Terms of Service (“TOS”), Master Subscription Agreement (“MSA”), Near Conferences Reseller Customer Terms of Service, or any other services agreements for the delivery of the Services, as applicable.

References to “Customer” herein will be a reference to “You” and “Your” as that term is defined in the Terms of Service.

A. Definitions. For purposes of this Near Conferences Services Description, the following definitions will apply:

“Hardware Programs” mean services or programs provided by Near Conferences that enable customers to procure hardware devices for use with Near Conferences Meeting Services or Near Conferences Phone Services subject to separate terms with the equipment manufacturers or otherwise as noted in the separate program terms.

“Host” means an individual who is an identified employee, contractor, or agent of Customer to whom Customer assigns the right to host Meetings. A Host may hold an unlimited number of Meetings during the Initial Subscription Term or Renewal Term (as applicable), but the number of Meetings a Host may host concurrently shall depend on whether Customer orders a Concurrent Meetings package on an Order Form. A Host subscription may not be shared or used by anyone other than the individual assigned to be a Host.

“Meeting” means a Near Conferences Video meeting.

“Participant” means an individual, other than the Host, who accesses or uses the Services, with or without the permission and knowledge of the Host.

“Near Conferences Documentation” means this Near Conferences Services Description, the Near Conferences website (www.nearconferences.com) and any additional description of the Services which may be incorporated into this Agreement.

“Near Conferences Meeting Services” means the various video conferencing, web conferencing, webinar, meeting room, screensharing, chat, connectors, audio plans, cloud storage, and other collaborative services offered by Near Conferences Video that Customer may order on an Order Form.

“Near Conferences Phone Services” means voice connectivity services, including, but not limited to, nomadic interconnected VoIP services, provisioning of direct dial numbers, two-way voice calling and private branch exchange (PBX) functionality and related services that Customer may order on an Order Form.

B. Near Conferences Meeting Services. Near Conferences Meeting Services enable Hosts to schedule and start Meetings and to allow Participants to join Meetings for the purpose of collaborating using voice, video, and screensharing functionality. Every meeting will have at least one Host. Chat features allow for out-of-session one-on-one or group collaboration. Further features, functionality, and solutions are described at nearconferences.com

1. Concurrent Meetings. The Concurrent Meetings feature enables a Host to host more than one Meeting at a time, subject to the specific limitations of the Concurrent Meetings package Customer may order on an Order Form.

C. Near Conferences for Education (K-12). Near Conferences for Education (K-12/Primary and Secondary Schools) allows primary schools, secondary schools, school districts and school systems (“School Subscribers”) to use Near Conferences Meeting Services for educational purposes. Near Conferences maintains policies and procedures designed to comply with applicable requirements of student privacy laws including, without limitation, GDPR and the Family Educational Rights and Privacy Act (FERPA) and applicable state laws (the “Privacy Laws”). The Privacy Laws may provide students or their parents with certain rights in their personal information. If Customer is a parent or student and has questions about the Privacy Laws or Customer’s related rights, please contact Customer’s school administration. If Customer is a “K-12 Account User” — meaning a teacher, principal, or other educator or school personnel authorized by a School Subscriber to use its K-12 Account — Customer represents and warrants that Customer has been duly authorized by Customer’s School Subscriber to create an account, use the Near Conferences Meeting Services, and to agree to these contract terms. Customer further agrees to use Customer’s account solely for educational purposes and solely for the benefit of Customer’s School Subscriber and its students. If Customer is a K-12 Account User subject to U.S. or similar law, Customer consents, for itself and Customer’s School Subscriber, to Near Conferences’s collection, use and sharing of personal information of student End Users including those who are under the age of 16 in accordance with Near Conferences’s K-12/Primary & Secondary Schools Privacy Statement and Customer instructs Near Conferences to process the personal data of student End Users in accordance with such policy. If Customer is a K-12 Account User subject to GDPR or similar law, Customer determines the legal basis, means and purposes for processing the data, and instructs Near Conferences to process personal information of student End Users, including those who are children under the age 16, in accordance with Near Conferences’s K-12/Primary & Secondary Schools Privacy Statement found at

1. Addendum for Connecticut School Subscribers. This Agreement as applied to Connecticut School Subscribers incorporates by reference the (“Addendum”) which is designed to comply with the requirements of the Connecticut Act Concerning Student Data Privacy.

D. Near Conferences Phone Services.

1. Definitions: For purposes of the Near Conferences Phone Services, the following definitions apply:“Device” means the device assigned to a virtual extension or individual digital line set up within an account or by Near Conferences at Customer’s direction or request.“Phone Host” means the individual assigned to a number which enables use of the Near Conferences Phone Service. A Phone Host is a “Host” for purposes of the definition of End User.

2. Near Conferences Phone Service Provider. Near Conferences is the provider of Near Conferences Phone Services to customers located outside the United States. Near Conferences Voice Communications, Inc. (“Near Conferences Voice”) is the provider of Near Conferences Phone Services to customers located in the United States and sets the terms, conditions and rates for Near Conferences Phone Services.

3. Description of Services. Near Conferences Phone Services are cloud-based phone services that use voice over internet protocol (VoIP) to provide Customer with the following services and functionalities, as selected by Customer on an Order Form and subject to the Near Conferences Phone Service Additional Terms and Policies found at

   a. Near Conferences Phone Service. Near Conferences Phone Service is a cloud-based phone service that allows two-way voice calling and private branch exchange (PBX) functionality, and a feature set as described on the Near Conferences.us website.

   b. Public Switched Telephone Network Communications (PSTN) Access. Phone Hosts and End Users can be enabled to make and receive calls to the PSTN and be assigned a direct inward dialing phone number (DID) via a Near Conferences Phone Calling Plan.

   c. Bring Your Own Carrier (BYOC). BYOC allows customers to use the telecommunications provider of their choice to provide PSTN access and inward DID numbers. Near Conferences provides BYOC customers with software that enables On Net Access and access to a range of Near Conferences call management features and functions. BYOC enables customers to (i) have PSTN capability in regions where Near Conferences does not offer PSTN Access; (ii) maintain relationships with currently deployed carriers; and/or (iii) configure deployments for flexibility and redundancy. Customer must ensure that its carrier provides all regulated telecommunications services and is responsible for telecommunications regulatory compliance.

   d. SMS Capabilities. Near Conferences Phone Service supports basic SMS capabilities within the United States and Canada. It is the Customer’s responsibility to confirm that any intended SMS use cases are supported in the Near Conferences Documentation.

   e. Additional Near Conferences Phone Features. Additional functionality such as enabling common area phones, and additional Toll Free and DID phone numbers may be purchased as described on the Order Form.

   f. Provision of Regulated Communications Services. Near Conferences may rely on local providers to supply certain regulated communication services; for example: to enable Customer to place local calls within local jurisdictions and/or to connect with the local public switched telephone network (PSTN). Near Conferences’s locally licensed Affiliates provide all telecommunications services offered to Customer within the countries in which such Near Conferences Affiliates are licensed. Near Conferences is responsible for all contracting, billing, and customer care related to those services.

4. Near Conferences Phone Policies. Customer acknowledges and agrees that additional Near Conferences Phone policies found at apply to Customer’s use of Near Conferences Phone Services.

5. Emergency Calling (E911). Customer acknowledges and agrees that if Near Conferences is the emergency service provider, then Customer has read and understood Near Conferences Voice Communications, Inc.’s Emergency Calling or 911 Customer Notification, found at www.Near Conferences.us/legal. If Near Conferences is not the emergency service provider, then Customer’s underlying carrier’s emergency service or 911 notification polices apply.

6. Equipment. Except as expressly provided through a Hardware Program, neither Near Conferences nor Near Conferences Voice supplies any devices or other equipment used in connection with the Near Conferences Phone Services. Near Conferences Voice does test certain devices and equipment to determine whether they are supported on the Near Conferences Phone platform (although it has not tested all possible devices and equipment available in the marketplace). A summary of devices and equipment to date that Near Conferences Voice has determined are supported by the Near Conferences Phone platform may be provided on request. Customer should consult with Near Conferences or Near Conferences Voice, as appropriate prior to deploying any other devices and equipment.

E. Near Conferences Rooms. Near Conferences Rooms is a software-based conference room system that provides a collaboration experience for in-room and virtual participants including one-click to join meeting, wireless multi-sharing, interactive whiteboard, and intuitive room controls Near Conferences Rooms include conference room specific features such as scheduling display, digital signage, and remote room management.

F. Near Conferences Hardware Program. Hardware Programs enable customers to procure hardware products that work with and provide access to Near Conferences Meeting Services or Near Conferences Phone services, subject to additional terms and conditions. A separate subscription to the Near Conferences Meeting Services or Near Conferences Phone Services, as applicable, is required.

1. Near Conferences Hardware as a Service. Near Conferences’s Hardware-as-a-Service Program (“HaaS Program”) enables customers to sub-lease certain leased devices in conjunction with and for the same subscription term as an associated underlying subscription for Near Conferences Meeting Services or Near Conferences Phone Services.

G. Near Conferences for Government. Near Conferences for Government is the Near Conferences Meeting Services, Near Conferences Phone Services, Near Conferences Conference Room Connector, Near Conferences Rooms, Near Conferences Chat and Near Conferences APIs offered by Near Conferences in a FedRAMP-compliant cloud environment. Near Conferences for Government enables customers to leverage a limited version of the Services in a separate, FedRAMP-compliant cloud environment hosted in Amazon Web Services Government Cloud and Near Conferences’s collocated data centers (e.g. in San Jose, CA and New York), independent of the Near Conferences’s standard commercial cloud environment. Further features, functionality, and solutions are described at .Near Conferences Meeting Services and Near Conferences for Government are independent environments and, therefore, data cannot be exchanged between them including, without limitation, instant messaging data or chat data.

1. FedRAMP Security Features. Near Conferences for Government is authorized as a FedRAMP Moderate ATO. TLS 1.2 or greater is required.

2. FedRAMP Overview. The Near Conferences for Government Platform unifies cloud video conferencing, a cloud phone system, messaging, simple online meetings, and a software-defined conference room solution into one easy-to-use platform. Near Conferences for Government is a separate FedRAMP Moderate-authorized cloud environment from the standard Near Conferences platform. Near Conferences for Government is operated exclusively by US Persons, and is located exclusively in CONUS in the AWS GovCloud and two US-based data centers. Near Conferences for Government has numerous additional certifications and attestations, including: DOD Impact Level 2, FIPS 140-2, HIPAA, and several accessibility-related attestations. The solution offers video, audio, phone, chat, and wireless screen-sharing across Windows, Mac, Linux, Chrome OS, iOS, Android, Blackberry, Near Conferences Rooms, and H.323/SIP room systems. Near Conferences Products include:

   1. Near Conferences Cloud Video Conferencing. A cloud-based collaboration service which includes video, audio, content sharing webinars and collaboration.

   2. Near Conferences Phone. A cloud-based phone system with traditional PBX features, integrated PSTN connectivity, enhanced emergency services, and support for calling from mobile apps, desktop apps, and legacy desk phone devices.

   3. Near Conferences Chat. Send chat messages in public or private channels organized by projects, teams, or topics with the ability to share files, emojis, screenshots, and more.

   4. Near Conferences Rooms. Software-based group video conferencing for conference and huddle rooms that run off-the-shelf hardware including a dedicated MAC or PC, camera, and speaker with an iPad controller.

   5. Near Conferences Conference Room Connector. A gateway allowing H.323 and Session Initiation Protocol (SIP) systems to connect to Near Conferences meetings. Conference Room Connector is available in both cloud computing and as software (VM) for installation on the customer premise.

   6. Near Conferences Meeting Connector. A software (VM) version of the Near Conferences Cloud infrastructure intended for installation on the customer premise.

   7. Near Conferences API. Provides the ability for developers to easily add Video, Voice and Screen Sharing to your application. Our API is a server side implementation designed around REST. The Near Conferences API helps manage the pre-meeting experience such as creating, editing and deleting resources like users, meetings and webinars.

    

H. Near Conferences Marketplace. The Near Conferences App Marketplace, available at , is a site hosted by Near Conferences to provide access to applications (the “Apps”) created by third party developers (“Publishers”) or Near Conferences that are interoperable with Near Conferences Services, and make them available from both mobile and desktop client apps. Access to and use of the Near Conferences App Marketplace is governed by the Near Conferences App Marketplace Terms of Use Near Conferences for Developers (available at ) is governed by the Near Conferences API License and Terms of Use ( ) and Marketplace Developer Agreement ( ). Near Conferences does not warrant or provide support for Publisher’s Apps. Publishers are solely responsible for all aspects of the Apps they publish, including content, functionality, availability and support. Publishers are required to provide their own terms of service, privacy policy and support information (“Publisher Terms”). Customers who access or download Apps must enter into Publisher Terms directly with the Publisher. Near Conferences is not responsible for the Apps, their content, functionality, availability, or support. Apps are hosted AS IS and use of the Apps is at Customer’s own risk, subject to the Publisher Terms. Apps may become unavailable or be removed by a Publisher at any time and any data stored in them may be lost or become inaccessible. Near Conferences is not responsible for Customer Data (as defined in the Near Conferences App Marketplace Terms of Use) transferred to a Publisher, or for any transmission, collection, disclosure, security, modification, use or deletion of Customer Data by or through an App. Publishers may use Customer Data as permitted in the Publisher Terms. Use of the Apps may require Customer Data to be transferred to the Publisher and by accessing and using the App, Customer consents to the transfer of Customer Data by Near Conferences as required by the Publisher. Customer should contact the Publisher for support or questions. Near Conferences makes no representations and disclaims all warranties, express or implied, regarding Apps and reserves the right to remove an App from the Marketplace at any time, in its sole discretion.

I. Near Conferences Events. Near Conferences Events is cloud-based software that enables Customers to host virtual events, including with a variety of registration and built-in ticketing options, attendee networking features, and the use of Near Conferences Meetings and Webinars for the event, among other things. Use of the Near Conferences Events software is subject to the Near Conferences Events Host Terms of Use ( ). Attendance at a virtual event hosted using Near Conferences Events is subject to the Event Participant Terms of Use ( ).

J. Managed Domains. Near Conferences permits Customers to reserve domains associated with their enterprise and to manage any accounts that are subscribed to Near Conferences using that domain (“Managed Domain Customer”). Customer may only associate to the Near Conferences Services domain(s) that they own or are legally entitled to associate for use with the Services. In the event that a Near Conferences account is created or exists on the reserved domain, but is not authorized by the Managed Domain Customer (the “Non-Managed Domain Account”), the person using or creating such Non-Managed Domain Account will be notified that the domain is reserved for the Managed Domain Customer and will be requested to change the domain associated with the Non-Managed Domain Account. If the person using or creating such Non-Managed Domain Account does not change the domain within the period specified, that person will be deemed to have consented to the Non-Managed Domain Account being added to the Managed Domain Customer and to have further consented for all data associated with the Non-Managed Domain Account to be shared with the Managed Domain Customer.

K. Near Conferences Contact Center.

1. Service Description. The Near Conferences Contact Center Service (“Near Conferences Contact Center”) is cloud-based software for contact centers that enables organizations to manage interactions with their customers or end users over multiple channels, including voice and video. Customer can enable calls to and from the PSTN using Voice over Internet Protocol (VoIP) by purchasing a Near Conferences Contact Center monthly usage plan. Additional Near Conferences Contact Center features are described at

2. Compliance with Laws. Customer is solely responsible for Customer’s and its users’ use of Near Conferences Contact Center and shall ensure such use complies with the laws and regulations of the countries where they are located, including any regulations governing the use of the Internet for voice communications and messaging. Customer represents and warrants that they have provided all disclosures and notifications and have obtained all consents required in connection with the monitoring or recording of conversations as required by local laws or regulations. Customer is solely responsible for compliance with all laws applicable to marketing and solicitation, including but not limited to the US Telephone Consumer Protection Act of 1991 (TCPA), the FTC’s Telemarketing Sales Rule, and Canada’s Anti-Spam Legislation (CASL).

3. Third-Party Integrations and Offerings. Customer’s use of non-Near Conferences offerings that interoperate or integrate with Near Conferences Contact Center or that are used in connection with Near Conferences Contact Center shall in each case be governed by a separate agreement with the provider of such offerings (“Third-Party Offering(s)”) and shall be outside the scope of this Agreement. Near Conferences is not liable or responsible for any act or omission of any provider of a Third-Party Offering or any operation of the Third-Party Offering, including the access, modification, or deletion of data, regardless of whether Near Conferences endorses, approves, or supports any such Third-Party Offering. Near Conferences does not guarantee the continued interoperation, integration, or support of Third-Party Offerings, and Near Conferences may, in its sole discretion and at any time, discontinue such features.

4. Emergency Services. Near Conferences Contact Center is not a replacement for traditional telephone services. Customer is responsible for notifying and ensuring individuals authorized to use Near Conferences Contact Center through their account (including agents, supervisors, and administrators) are aware that calls to emergency service providers may not be made through Near Conferences Contact Center and how to contact emergency service providers via other means, including alternative arrangements made available by Customer. Customer will indemnify and hold Near Conferences and its Affiliates harmless from any Claims arising from or relating to any emergency services call or any inability to place an emergency services call using Near Conferences Contact Center.

5. Near Conferences Contact Center Policies. Customer acknowledges and agrees that Near Conferences Phone and Contact Center Text Messaging Policy for the United States and Near Conferences Contact Center Acceptable Use Policy found at apply to Customer’s use of Near Conferences Contact Center.

6. Corresponding License. Customer’s access to Near Conferences Contact Center requires a corresponding license to use the Near Conferences Meeting Services and/or Near Conferences Phone Services. In the event such underlying license expires or is terminated for any reason, Customer’s access to Near Conferences Contact Center, will also terminate. Upon termination, Customer will be billed for any unpaid Near Conferences Contact Center Charges. Except as explicitly provided otherwise, all Near Conferences Contact Center payment obligations are non-cancelable and all amounts paid are non-refundable.

7. Calling Plans and Virtual Service Numbers. Near Conferences Voice is the provider of calling plans and virtual service numbers that may be used with Near Conferences Contact Center.

L. Near Conferences IQ

• 1. Definitions.

     • “Near Conferences IQ” means an add-on service that is available for certain Near Conferences Services which captures and extracts data and information resulting in visually displayed, accessible, and locatable insights and analytics.

     • “Near Conferences IQ Data” means data that is imported, accessed, used, stored, transmitted, originated, or processed based on instructions from the Customer and any resulting derivatives, analytics, outputs, or data sets resulting from Customer’s use of Near Conferences IQ.

1. Applicability of Terms. These Near Conferences IQ terms shall take effect upon the earlier of the Service Effective Date or Customer’s use of Near Conferences IQ and will remain in effect for the Initial Subscription Term and any Renewal Term as set forth in the applicable Order Form. Notwithstanding anything to the contrary in any contract between Near Conferences and Customer, in relation to Near Conferences IQ, these Near Conferences IQ terms shall govern and control in the event of any conflicting or inconsistent terms and take precedence irrespective of order of precedence terms to the contrary in any contract between Near Conferences and Customer.

2. Corresponding Subscription. Customer’s access and use of Near Conferences IQ requires a corresponding paid subscription to Near Conferences Meeting Services, or Near Conferences Phone (if available), or both. In the event such underlying Near Conferences Meeting Services or Near Conferences Phone subscription for which Near Conferences IQ is used expires or is terminated for any reason, Customer’s access to Near Conferences IQ will also terminate and Customer will be billed for any unpaid Near Conferences IQ Charges or fees. Except as explicitly provided otherwise, all Near Conferences IQ payment obligations are non-cancelable and all amounts paid are non-refundable.

3. Customer Consent and Instruction; Compliant Use. By purchasing or using Near Conferences IQ, Customer is electing to expand Near Conferences Services to include Near Conferences IQ and is consenting to and instructing Near Conferences to enable Near Conferences IQ on Customer’s account subject to these Near Conferences IQ terms. Near Conferences IQ results are provided for informational purposes only and may contain inaccuracies. Customer may only use Near Conferences IQ and Near Conferences IQ Data in compliance with applicable laws, rules, regulations, decisions, and privacy requirements, and represents and warrants that it will obtain any required End User consents.

4. License Rights; Intellectual Property Ownership. Notwithstanding anything to the contrary in any other contract between Near Conferences and Customer, by purchasing or using Near Conferences IQ, Customer grants Near Conferences and its Affiliates, with respect to Near Conferences IQ Data, a perpetual, worldwide, non-exclusive, royalty-free, transferable license to access, use, display, copy, distribute, and create derivative works, including but not limited to, use with respect to performing, testing, improving, and developing Near Conferences IQ and related products and services such as translation and transcription services, and for quality assurance and training of the same. Near Conferences does not assign, transfer, or otherwise provide any right, title, or interest in or to any intellectual property of Near Conferences, its Affiliates, or its licensors by entering into these terms or providing Near Conferences IQ to Customer, and Near Conferences, its Affiliates, and licensors own and shall retain all proprietary rights, including all copyright, patent, trade secret, trademark, trade name, and all other intellectual property rights in and to Near Conferences IQ.

5. Use of Near Conferences IQ Data; Feedback. Notwithstanding anything to the contrary in any contract between Near Conferences and Customer, Near Conferences’s use of Near Conferences IQ Data as set forth in these Near Conferences IQ terms will not be considered disclosure, access or use of Confidential Information. Near Conferences will not access, use, preserve, or share Near Conferences IQ Data for any purpose other than for the purposes described herein, and in the contracts between Near Conferences and Customer. Customer may provide suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer, its End Users or any third party relating to Near Conferences IQ (“Feedback”). Notwithstanding anything to the contrary in a contract between Customer and Near Conferences, any Feedback provided will not be deemed Confidential Information under the MSA or the Agreement, and Near Conferences shall retain ownership of any Feedback.

6. Participant Notifications. Customer acknowledges that although Near Conferences may provide a customizable sample recording notice to Participants, Customer is solely responsible for ensuring compliance with applicable laws including but not limited to, privacy requirements, and where required, sufficient notice to Participants regarding the recording, monitoring, collection and use of Near Conferences IQ Data by Customer, Near Conferences, and others.

7. Updated Version of Near Conferences. Customer acknowledges that in order to receive the full benefit of Near Conferences’s security and notification features, Customer and Customer’s End Users must update the client application with Near Conferences’s most recent version available.